UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

           [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to



                         Commission file number 0-19139

                           CNL INCOME FUND VIII, LTD.
             (Exact name of registrant as specified in its charter)

                     Florida                          59-2963338
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

                              400 East South Street
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 422-1574

           Securities registered pursuant to Section 12(b) of the Act:

                 Title of each class:    Name of exchange on which registered:
                         None                       Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

               Units of limited partnership interest ($1 per Unit)
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No


         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:   The  registrant   registered  an  offering  of  units  of  limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $1 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>



         The Form 10-K of CNL Income Fund VIII, Ltd. for the year ended December
31,  1997 is being  amended  to  provide  additional  disclosure  under  Item 1.
Business, Item 2. Properties and Item 7. Management's Discussion and Analysis of
Financial  Condition and Results of Operations - Capital  Resources,  Short-Term
Liquidity and Long-Term Liquidity.


                                     PART I

Item 1.  Business

         CNL Income Fund VIII, Ltd. (the "Registrant" or the "Partnership") is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on August 18, 1989. The general  partners of the  Partnership are Robert
A.  Bourne,  James  M.  Seneff,  Jr.  and  CNL  Realty  Corporation,  a  Florida
corporation  (the  "General  Partners").   Beginning  on  August  2,  1990,  the
Partnership offered for sale up to $35,000,000 of limited partnership  interests
(the  "Units")  (35,000,000  Units at $1 per Unit)  pursuant  to a  registration
statement on Form S-11 under the Securities  Act of 1933, as amended,  effective
January 30, 1990.  The offering  terminated  on March 7, 1991, at which date the
maximum  offering  proceeds of $35,000,000  had been received from investors who
were admitted to the Partnership as limited partners (the "Limited Partners").


         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,  totalled
$30,975,000,  and were used to acquire 38  Properties,  including  interests  in
eight  Properties  owned  by  joint  ventures  in  which  the  Partnership  is a
co-venturer,  and  to  establish  a  working  capital  reserve  for  Partnership
purposes.  During the year ended  December 31, 1995,  the  Partnership  sold its
Property in Ocoee, Florida and reinvested the majority of the net sales proceeds
in a Property in North Fort Myers, Florida. Also, during the year ended December
31, 1995, the Partnership sold two Properties in Jacksonville,  Florida.  During
the year ended December 31, 1996, the  Partnership  reinvested the remaining net
sales  proceeds  from  the 1995  sale of the  Property  in  Ocoee,  Florida,  in
Middleburg  Joint Venture,  in which the  Partnership  is a  co-venturer.  Also,
during the year ended  December 31, 1996, the  Partnership  sold its Property in
Orlando, Florida. As a result of the above transactions the Partnership owned 36
Properties,  as of December 31, 1997.  The 36 properties  included  interests in
nine  Properties  owned  by  joint  ventures  in  which  the  Partnership  is  a
co-venturer.  The Properties  are leased on a triple-net  basis with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.

         The Partnership will hold its Properties until the General

                                                         1

<PAGE>



Partners  determine  that the sale or other  disposition  of the  Properties  is
advantageous in view of the  Partnership's  investment  objectives.  In deciding
whether to sell  Properties,  the General Partners will consider factors such as
potential   capital   appreciation,   net  cash  flow  and  federal  income  tax
considerations.  Certain  lessees  also have been  granted  options to  purchase
Properties, generally at the Property's then fair market value after a specified
portion of the lease term has elapsed. In general,  the General Partners plan to
seek the sale of some of the Properties commencing seven to 12 years after their
acquisition.  The  Partnership has no obligation to sell all or any portion of a
Property  at any  particular  time,  except as may be  required  under  property
purchase options granted to certain lessees.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
the joint ventures in which the Partnership is a co-venturer provide for initial
terms,  ranging  from 14 to 20 years (the  average  being 18 years),  and expire
between 2005 and 2016.  All leases are on a triple-net  basis,  with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  The leases of the Properties  provide for minimum base annual rental
payments (payable in monthly installments) ranging from approximately

                                                         2

<PAGE>



$41,300 to $213,800.  All of the leases  provide for percentage  rent,  based on
sales in excess of a specified  amount.  In  addition,  a majority of the leases
provide that, commencing in specified lease years (ranging from the third to the
sixth lease year),  the annual base rent  required  under the terms of the lease
will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  four
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial  lease.  Certain  lessees  also have been  granted  options to  purchase
Properties at the Property's then fair market value after a specified portion of
the lease  term has  elapsed.  Under the terms of  certain  leases,  the  option
purchase  price  may equal  the  Partnership's  original  cost to  purchase  the
Property (including  acquisition  costs),  plus a specified  percentage from the
date of the lease or a specified percentage of the Partnership's purchase price,
if that amount is greater than the Property's  fair market value at the time the
purchase option is exercised.

         The leases also  generally  provide that, in the event the  Partnership
wishes to sell the Property  subject to that lease,  the Partnership  first must
offer the  lessee  the right to  purchase  the  Property  on the same  terms and
conditions,  and for the same  price,  as any offer  which the  Partnership  has
received for the sale of the Property.

Major Tenants

         During 1997,  three  lessees of the  Partnership  and its  consolidated
joint venture,  Golden Corral  Corporation,  Carrols  Corporation and Restaurant
Management  Services,  Inc.,  each  contributed  more  than ten  percent  of the
Partnership's   total  rental   income   (including   rental   income  from  the
Partnership's  consolidated joint venture and the Partnership's  share of rental
income from eight Properties  owned by  unconsolidated  joint  ventures).  As of
December  31,  1997,  Golden  Corral  Corporation  was the lessee  under  leases
relating to four  restaurants,  Carrols  Corporation was the lessee under leases
relating to five restaurants and Restaurant  Management  Services,  Inc. was the
lessee under leases relating to five restaurants.  It is anticipated that, based
on the minimum rental payments required by the leases,  these three lessees each
will continue to  contribute  more than ten percent of the  Partnership's  total
rental  income in 1998 and  subsequent  years.  In  addition,  three  Restaurant
Chains, Golden Corral Family Steakhouse  Restaurants,  Burger King and Shoney's,
each  accounted  for more than ten  percent of the  Partnership's  total  rental
income in 1997  (including  rental  income from the  Partnership's  consolidated
joint venture and the Partnership's share of rental income from eight Properties
owned by unconsolidated joint ventures).  In subsequent years, it is anticipated
that these three  Restaurant  Chains each will continue to account for more than
ten percent of the Partnership's total rental income to which the Partnership is
entitled  under  the  terms of the  leases.  Any  failure  of these  lessees  or
Restaurant Chains could materially  affect the  Partnership's  income. No single
tenant or group of affiliated

                                                         3

<PAGE>




tenants  lease  Properties  with an  aggregate  carrying  value in  excess of 20
percent of the total assets of the Partnership.


Joint Venture Arrangements


         The Partnership has entered into a joint venture  arrangement,  Woodway
Joint Venture, with an unaffiliated entity to purchase and hold one Property. In
addition,  the  Partnership  has  entered  into  three  separate  joint  venture
arrangements:  Asheville  Joint  Venture  with  CNL  Income  Fund VI,  Ltd.,  an
affiliate  of the General  Partners,  to  purchase  and hold one  Property;  CNL
Restaurant Investments II with CNL Income Fund VII, Ltd. and CNL Income Fund IX,
Ltd.,  affiliates of the General Partners,  to purchase and hold six Properties;
and Middleburg Joint Venture with CNL Income Fund XII, Ltd., an affiliate of the
General Partners, to purchase and hold one Property. Each of the affiliates is a
limited partnership organized pursuant to the laws of the State of Florida.


         The joint  venture  arrangements  provide for the  Partnership  and its
joint venture  partners to share in all costs and benefits  associated  with the
joint ventures in accordance with their respective  percentage  interests in the
joint  ventures.  The  Partnership  has an 88 percent  interest in Woodway Joint
Venture,  an 86  percent  interest  in  Asheville  Joint  Venture,  a 37 percent
interest  in  CNL  Restaurant  Investments  II,  and a 12  percent  interest  in
Middleburg  Joint Venture.  The Partnership  and its joint venture  partners are
also  jointly  and  severally  liable  for  all  debts,  obligations  and  other
liabilities of the joint ventures.

         Woodway Joint Venture,  Asheville  Joint Venture and  Middleburg  Joint
Venture each have an initial term of 20 years and,  after the  expiration of the
initial term,  continue in existence from year to year unless  terminated at the
option  of  either  joint  venturer  or by an event of  dissolution.  Events  of
dissolution  include the  bankruptcy,  insolvency  or  termination  of any joint
venturer,  sale of the Property owned by the joint venture and mutual  agreement
of the Partnership and each joint venture partner to dissolve the joint venture.
CNL Restaurant  Investments II's joint venture  agreement does not provide for a
fixed term,  but  continues in existence  until  terminated  by any of the joint
venturers.

         The  Partnership  has  management  control of Woodway Joint Venture and
shares  management  control equally with affiliates of the General  Partners for
Asheville  Joint  Venture,  CNL Restaurant  Investments II and Middleburg  Joint
Venture.  The joint venture agreements restrict each venturer's ability to sell,
transfer or assign its joint venture interest without first offering it for sale
to its joint venture partner,  either upon such terms and conditions as to which
the venturers may agree or, in the event the venturers cannot agree, on the same
terms and  conditions  as any offer from a third  party to  purchase  such joint
venture interest.

         Net cash flow from operations of Woodway Joint Venture,

                                                         4

<PAGE>



Asheville  Joint  Venture,  CNL Restaurant  Investments II and Middleburg  Joint
Venture is  distributed  88  percent,  86  percent,  37 percent  and 12 percent,
respectively,  to the  Partnership and the balance is distributed to each of the
other joint venture  partners in  accordance  with their  respective  percentage
interest in the joint  venture.  Any  liquidation  proceeds,  after paying joint
venture debts and liabilities and funding  reserves for contingent  liabilities,
will be distributed  first to the joint venture  partners with positive  capital
account  balances in proportion to such balances until such balances equal zero,
and thereafter in proportion to each joint venture partner's percentage interest
in the joint venture.

         The use of joint venture  arrangements  allows the Partnership to fully
invest its available funds at times at which it would not have sufficient  funds
to purchase an additional  property,  or at times when a suitable opportunity to
purchase an  additional  property  is not  available.  The use of joint  venture
arrangements also provides the Partnership with increased diversification of its
portfolio among a greater number of properties.

Certain Management Services

         CNL Income Fund Advisors,  Inc., an affiliate of the General  Partners,
provided  certain  services  relating to management of the  Partnership  and its
Properties  pursuant to a  management  agreement  with the  Partnership  through
September 30, 1995.  Under this  agreement,  CNL Income Fund Advisors,  Inc. was
responsible for collecting  rental  payments,  inspecting the Properties and the
tenants'  books and records,  assisting the  Partnership in responding to tenant
inquiries and notices and providing  information  to the  Partnership  about the
status of the leases and the  Properties.  CNL Income Fund  Advisors,  Inc. also
assisted the General Partners in negotiating the leases. For these services, the
Partnership  had agreed to pay CNL Income Fund  Advisors,  Inc. an annual fee of
one percent of the sum of gross operating  revenues from Properties wholly owned
by the Partnership plus the  Partnership's  allocable share of gross revenues of
joint ventures in which the  Partnership is a co-venturer,  but not in excess of
competitive fees for comparable services.  Under the management  agreement,  the
management  fee is  subordinated  to  receipt  by  the  Limited  Partners  of an
aggregate,  ten  percent,  cumulative,  noncompounded  annual  return  on  their
adjusted  capital  contributions  (the "10%  Preferred  Return"),  calculated in
accordance   with  the   Partnership's   limited   partnership   agreement  (the
"Partnership Agreement").

         Effective October 1, 1995, CNL Income Fund Advisors,  Inc. assigned its
rights  in,  and its  obligations  under,  the  management  agreement  with  the
Partnership  to CNL Fund  Advisors,  Inc. All of the terms and conditions of the
management agreement,  including the payment of fees, as described above, remain
unchanged.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.
                                                         5

<PAGE>





Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the officers and employees of CNL Fund Advisors,  Inc.  perform
certain  services for the  Partnership.  In addition,  the General Partners have
available to them the  resources  and expertise of the officers and employees of
CNL Group, Inc., a diversified real estate company, and its affiliates,  who may
also perform certain services for the Partnership.


Item 2.  Properties


         As of December 31, 1997, the Partnership owned 36 Properties. Of the 36
Properties,  27 are owned by the  Partnership  in fee  simple and nine are owned
through  joint  venture  arrangements.  See  Item 1.  Business  - Joint  Venture
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and Accumulated Depreciation filed with this report for a listing of
the  Properties  and their  respective  costs,  including  acquisition  fees and
certain acquisition expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 17,400
to 467,400  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation filed with this report.

         State                               Number of Properties

         Arizona                                      1
         Florida                                      7
         Indiana                                      1
         Louisiana                                    1
         Michigan                                     3
         Minnesota                                    1
         North Carolina                               2
         New York                                     2
         Ohio                                         9
         Tennessee                                    2
         Texas                                        6
         Virginia                                     1
                                                  ------
         TOTAL PROPERTIES:                           36
                                                  ======

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,300 to 10,900 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 1997, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements using the straight line method using a depreciable life of 40 years
for federal  income tax purposes.  As of December 31, 1997,  the aggregate  cost
basis of the Properties  owned by the  Partnership  and its  consolidated  joint
venture,  and the  unconsolidated  joint venture for federal income tax purposes
was $26,172,699 and $8,899,267, respectively.



                                                         8

<PAGE>



         The following table lists the Properties owned by the Partnership as of
December 31, 1997 by Restaurant Chain.

         Restaurant Chain                 Number of Properties

         Burger King                              13
         Denny's                                   1
         Golden Corral                             5
         Hardee's                                  4
         Jack in the Box                           2
         KFC                                       2
         Perkins                                   1
         Popeyes                                   1
         Quincy's                                  1
         Shoney's                                  5
         Wendy's                                   1
                                              ------
         TOTAL PROPERTIES                         36
                                              ======


         The General Partners consider the Properties to be well-maintained  and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.


         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably  necessary to refurbish  buildings,  premises,
signs and equipment so as to comply with the

                                                         9

<PAGE>



lessee's  obligations,  if applicable,  under the franchise agreement to reflect
the current commercial image of its Restaurant Chain. These capital expenditures
are required to be paid by the lessee during the term of the lease. The terms of
the leases of the Properties owned by the Partnership are described in Item 1.
Business - Leases.

         At December 31, 1997,  1996, 1995, 1994, and 1993 all of the Properties
were  occupied.  The following is a schedule of the average annual rent for each
of the five years ended December 31: <TABLE> <CAPTION>

                                                            For the Year Ended December 31:
                                   1997            1996              1995              1994            1993
                              -----------        -----------     -----------      -------------    -----------
<S> <C>
    Rental Revenues (1)        $3,467,720        $3,552,341       $3,676,557        $3,708,190      $3,731,390
    Properties                         36                36               36                38              38
    Average Rent per Unit         $96,326           $98,676         $102,127           $97,584         $98,194
</TABLE>

(1) Rental revenues include the Partnership's  share of rental revenues from the
    nine Properties  owned through joint venture  arrangements.  Rental revenues
    have been adjusted, as applicable, for any amounts for which the Partnership
    has established an allowance for doubtful accounts.



                                                        10

<PAGE>



    The following is a schedule of lease  expirations  for leases in place as of
December 31, 1997 for each of the ten years beginning with 1998 and thereafter.
<TABLE>
<CAPTION>
                                                                                            Percentage of
                                            Number              Annual Rental                Gross Annual
        Expiration Year                 of Leases                  Revenues                  Rental Income
<S> <C>
             1998                              -                          -                            -
             1999                              -                          -                            -
             2000                              -                          -                            -
             2001                              -                          -                            -
             2002                              -                          -                            -
             2003                              -                          -                            -
             2004                              -                          -                            -
             2005                              4                    654,131                       19.21%
             2006                              1                    118,136                        3.47%
             2007                              -                          -                            -
             Thereafter                       31                  2,632,192                       77.32%
                                        --------              -------------                -------------
             Totals                           36                  3,404,459                      100.00%
                                        ========              =============                =============
</TABLE>

         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major tenants as of December 31, 1997 (see Item 1. Business Major
Tenants), are substantially the same as those described in Item 1.
Business -Leases.

      Golden  Corral  Corporation  leases four Golden  Corral  restaurants.  The
initial  term of each  lease is 15 years  (expiring  in  2005)  and the  average
minimum base annual rent is approximately  $163,500 (ranging from  approximately
$145,500 to $189,700).


                                                        11

<PAGE>



      Restaurant  Management  Services leases four Shoney's  restaurants and one
Popeyes restaurant. The initial term of each lease is 20 years (expiring between
2010 and  2015)  and the  average  minimum  base  annual  rent is  approximately
$104,500 (ranging from approximately $41,300 to $139,400).

      Carrols Corporation leases five Burger King restaurants.  The initial term
of each lease is 20 years (expiring in 2011) and the average minimum base annual
rent  is  approximately   $113,600  (ranging  from  approximately   $108,800  to
$122,800).


 Competition


      The fast-food and family-style  restaurant  business is characterized
by intense competition.  The restaurants on the Partnership's Properties compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

      At the time the  Partnership  elects to  dispose  of its  Properties,
other than as a result of the exercise of tenant options to purchase Properties,
the Partnership will be in competition with other persons and entities to locate
purchasers for its Properties.




                                                        12

<PAGE>



                                     PART II


Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

      The  Partnership  was  organized on August 18, 1989,  to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are leased  primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are triple-net  leases,  with the lessee  generally  responsible  for all
repairs and maintenance, property taxes, insurance and utilities. As of December
31, 1997, the  Partnership  owned 36 Properties,  either  directly or indirectly
through joint venture arrangements.


 Capital Resources


      The  Partnership's  primary source of capital for the years ended December
31, 1997, 1996 and 1995 was cash from  operations  (which includes cash received
from tenants, distributions from joint ventures and interest received, less cash
paid  for  expenses).  Cash  from  operations  was  $3,543,056,  $3,462,668  and
$3,263,685 for the years ended December 31, 1997, 1996 and 1995,

                                                        13

<PAGE>



respectively.  The  increase in cash from  operations  for 1997,  as compared to
1996,  was  primarily a result of changes in income and expenses as discussed in
"Results of Operations" below and changes in the Partnership's  working capital,
and the  increase in cash from  operations  for 1996,  as compared to 1995,  was
primarily a result of changes in the  Partnership's  working capital during each
of the respective years.

      Other sources and uses of capital  included the following during the years
ended December 31, 1997, 1996 and 1995.

      In July 1995, the  Partnership  sold its Property in Ocoee,  Florida,  for
$1,200,000 and received net sales proceeds of $1,184,865, resulting in a gain of
$71,638 for financial reporting purposes.  This Property was originally acquired
by the  Partnership in November 1990 and had a cost of  approximately  $927,900,
excluding acquisition fees and miscellaneous  acquisition costs; therefore,  the
Partnership  sold the  Property  for  approximately  $257,000  in  excess of its
original purchase price. In September 1995, the Partnership  reinvested $950,663
of the net sales  proceeds  in land and  building  of a  Shoney's  in North Fort
Myers, Florida.


      In December 1995, the Partnership sold its two Properties in Jacksonville,
Florida, to the subtenant for a total of $460,000,  and in connection therewith,
accepted  promissory  notes in the  principal  sums of  $240,000  and  $220,000,
collateralized by mortgages on the Properties. The notes bear interest at a rate
of  ten  percent  per  annum  and  are  being  collected  in 119  equal  monthly
installments  of $2,106  and  $1,931  with  balloon  payments  of  $218,252  and
$200,324, respectively, due in December 2005. As a result of the sale of the two
Properties, the Partnership recognized a loss of $11,712 for financial reporting
purposes for the year ended  December 31, 1995.  The mortgage  notes  receivable
balances at December 31, 1997 and 1996, of $458,407 and $461,255,  respectively,
include accrued interest of $3,788 and $3,812,  respectively,  relating to these
two  Properties.  Proceeds  received from the collection of these mortgage notes
will be distributed to the Limited  Partners , used to reinvest in an additional
Property or to pay Partnership liabilities.

      In May 1996, the  Partnership  reinvested the remaining net sales proceeds
of approximately  $234,100 from the 1995 sale of the Property in Ocoee, Florida,
in Middleburg Joint Venture,  which purchased a Property in Middleburg  Heights,
Ohio. The Partnership has an approximate 12 percent  interest in the profits and
losses of  Middleburg  Joint  Venture and the  remaining  interest in this joint
venture is held by an  affiliate of the  Partnership  which has the same General
Partners.

      In October 1996, the Partnership sold its Property in Orlando, Florida, to
the tenant for $1,375,000.  In connection therewith,  the Partnership accepted a
promissory note in the principal sum of $1,388,568, representing the gross sales
price of $1,375,000  plus tenant  closing costs of $13,568 that the  Partnership
financed on behalf of the tenant.  The promissory  note bears interest at a rate
of 10.75% per annum and is collateralized by a

                                                        14

<PAGE>



mortgage on the Property.  The promissory  note is being collected in 12 monthly
installments of interest only, afterwards, in 24 monthly installments of $15,413
consisting of principal and interest, and thereafter in 144 monthly installments
of $16,220  consisting of principal and interest.  The mortgage note  receivable
balances  at  December  31,  1997  and  1996  of  $1,394,979   and   $1,401,007,
respectively,  include  accrued  interest of $12,386 and $12,439,  respectively,
relating  to this  Property.  Proceeds  received  from  the  collection  of this
mortgage note will be  distributed  to the Limited  Partners or will be used for
other  Partnership  purposes.  This  Property  was  originally  acquired  by the
Partnership  in  December  1990  and  had a cost  of  approximately  $1,177,000,
excluding acquisition fees and miscellaneous  acquisition  expenses;  therefore,
the Partnership  sold the Property for  approximately  $198,000 in excess of its
original  purchase  price.  Due to the fact that the  Partnership had recognized
accrued  rental income since the inception of the lease relating to the straight
lining of future scheduled rent increases in accordance with generally  accepted
accounting principles,  the Partnership wrote off the cumulative balance of such
accrued rental income at the time of the sale of this  Property,  resulting in a
loss of  $99,031  for  financial  reporting  purposes.  Due to the fact that the
straight lining of future scheduled rent increases over the term of the lease is
a non-cash accounting  adjustment,  the write off of these amounts is a loss for
financial statement purposes only.

      None of the Properties owned by the Partnership,  or the joint ventures in
which the  Partnership  owns an  interest,  is or may be  encumbered.  Under its
Partnership  Agreement,  the  Partnership  is prohibited  from borrowing for any
purpose;  provided,  however,  that the General Partners or their affiliates are
entitled to reimbursement,  at cost, for actual expenses incurred by the General
Partners or their  affiliates  on behalf of the  Partnership.  Affiliates of the
General Partners from time to time incur certain operating expenses on behalf of
the  Partnership  for which the  Partnership  reimburses the affiliates  without
interest.


      Currently,  rental income from the Partnership's  Properties and net sales
proceeds  from  the  sale of  Properties,  pending  reinvestment  in  additional
Properties or use for the payment of  Partnership  liabilities,  are invested in
money market accounts or other  short-term,  highly liquid  investments  such as
demand deposit accounts at commercial  banks, CDs and money market accounts with
less than a 30-day maturity date, pending the Partnership's use of such funds to
pay Partnership  expenses or to make distributions to the partners.  At December
31, 1997, the Partnership had $1,602,236 invested in such short-term investments
as compared to  $1,476,274  at December 31, 1996.  As of December 31, 1997,  the
average  interest rate earned on the rental income  deposited in demand  deposit
accounts at commercial banks was approximately three percent annually. The funds
remaining  at December 31, 1997,  after the payment of  distributions  and other
liabilities,  will be used to meet the  Partnership's  working capital and other
needs.


                                                        15

<PAGE>



Short-Term Liquidity

      The Partnership's  short-term liquidity  requirements consist primarily of
the operating expenses of the Partnership.


      The Partnership's investment strategy of acquiring Properties for cash and
leasing them under  triple-net  leases to operators who generally meet specified
financial standards minimizes the Partnership's  operating expenses. The General
Partners  believe that the leases will  continue to generate cash flow in excess
of operating expenses.

      Due to low operating  expenses and ongoing cash flow, the General Partners
believe that the  Partnership has sufficient  working  capital  reserves at this
time. In addition,  because all leases of the Partnership's  Properties are on a
triple-net basis, it is not anticipated that a permanent reserve for maintenance
and repairs will be established at this time. To the extent,  however,  that the
Partnership has insufficient funds for such purposes,  the General Partners will
contribute to the  Partnership  an aggregate  amount of up to one percent of the
offering proceeds for maintenance and repairs.

      The  General  Partners  have the right,  but not the  obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

      The Partnership generally distributes cash from operations remaining after
the payment of the operating expenses of the Partnership, to the extent that the
General Partners determine that such funds are available for distribution. Based
on cash from  operations,  and for the years ended  December  31, 1996 and 1995,
cumulative excess operating reserves,  the Partnership declared distributions to
the Limited  Partners of  $3,150,003,  $3,412,500  and  $3,325,002 for the years
ended  December  31,  1997,  1996  and  1995,   respectively.   This  represents
distributions  of $0.090 per Unit for the year ended  December 31, 1997,  $0.098
per Unit for the year ended  December  31, 1996 and $0.095 per Unit for the year
ended December 31, 1995. The General  Partners  anticipate  that the Partnership
will declare a special  distribution to the Limited  Partners during the quarter
ending March 31, 1998,  representing  cumulative excess operating  reserves.  No
amounts  distributed  to the Limited  Partners for the years ended  December 31,
1997,  1996 and 1995, are required to be or have been treated by the Partnership
as a return of capital for purposes of calculating the Limited  Partners' return
on their adjusted capital contributions.  The Partnership intends to continue to
make distributions of cash available for distribution to the Limited Partners on
a quarterly basis.


      During 1997, 1996 and 1995, affiliates incurred $80,998,

                                                        16

<PAGE>



$100,264 and $95,550,  respectively,  for certain operating expense on behalf of
the  Partnership.  As of December 31, 1997 and 1996 the Partnership  owed $4,599
and $1,830,  respectively,  to affiliates  for such amounts and  accounting  and
administrative services. As of February 28, 1998, the Partnership had reimbursed
the  affiliates all such amounts.  In addition,  during the years ended December
31, 1996 and 1995, the Partnership  incurred $41,250 and $13,800,  respectively,
in real estate  disposition fees due to an affiliate as a result of its services
in  connection  with the sale of the Property in Orlando,  Florida,  and the two
Properties in Jacksonville,  Florida. No such fees were incurred during the year
ended  December 31, 1997. The payment of such fees is deferred until the Limited
Partners have received the sum of their 10% Preferred  Return and their adjusted
capital   contributions.   Other  liabilities  of  the  Partnership,   including
distributions payable,  decreased to $873,875 December 31, 1997, from $1,147,333
at  December  31,  1996.   The  decrease  in  other   liabilities  is  primarily
attributable to the Partnership's accruing a special distribution payable to the
Limited  Partners of  $262,500 at December  31,  1996,  from  cumulative  excess
operating reserves.  No special distribution payable was accrued at December 31,
1997. The General  Partners  believe that the Partnership has sufficient cash on
hand to meet its current working capital needs.


Long-Term Liquidity

      The  Partnership  has no  long-term  debt  or  other  long-term  liquidity
requirements.


Results of Operations

      During 1995, the Partnership  owned and leased 31 wholly-owned  Properties
(including one Property in Ocoee, Florida,  which was sold in July 1995, and two
Properties in Jacksonville,  Florida,  which were sold in December 1995), during
1996, the Partnership owned and leased 28 wholly-owned Properties (including one
Property in Orlando,  Florida,  which was sold in October 1996) and during 1997,
the Partnership owned and leased 28 wholly-owned Properties. In addition, during
1995, the Partnership was a co-venturer in two separate joint ventures that each
owned and leased one  Property,  and one joint venture that owned and leased six
Properties,  and during 1996 and 1997, the Partnership was a co-venturer in four
joint ventures that owned and leased a total of nine Properties.  As of December
31, 1997,  the  Partnership  owned,  either  directly or through  joint  venture
arrangements,  36 Properties which are subject to long-term,  triple-net leases.
The leases of the  Properties  provide for minimum  base annual  rental  amounts
(payable  in  monthly   installments)  ranging  from  approximately  $41,300  to
$213,800. All of the leases provide for percentage rent based on sales in excess
of a specified  amount.  In  addition,  a majority of the leases  provide  that,
commencing  in  specified  lease  years  (ranging  from the third to sixth lease
year), the annual base rent required under the terms of the lease will increase.
For further description of the Partnership's leases and Properties, see Item 1.
Business - Leases and Item 2. Properties, respectively.


                                                        17

<PAGE>





      During the years ended December 31, 1997,  1996 and 1995, the  Partnership
and its consolidated  joint venture,  Woodway Joint Venture,  earned $3,015,642,
$3,182,058 and $3,300,816,  respectively, in rental income from operating leases
and earned  income  from direct  financing  leases.  The  decrease in rental and
earned income during 1997, as compared to 1996, is primarily  attributable  to a
decrease of approximately  $141,300,  as a result of the sale of the Property in
Orlando,  Florida,  in October 1996, as described above in "Capital  Resources."


      Rental and earned income decreased  approximately  $53,600 during the year
ended  December 31, 1996, as compared to the year ended  December 31, 1995, as a
result  of the sale of two  Properties  located  in  Jacksonville,  Florida,  in
December  1995. In addition,  rental and earned income  decreased  approximately
$45,400  during  1996,  as  compared  to 1995,  as a  result  of the sale of the
Property in Orlando,  Florida, in October 1996 as described above. However, as a
result  of  Partnership  accepting  mortgage  notes  for  the  sale  of the  two
Properties  located  in  Jacksonville,  Florida,  and the  Property  located  in
Orlando,  Florida, interest income increased during the years ended December 31,
1997 and 1996, each as compared to the previous year, as discussed below.

      For the years ended December 31, 1997, 1996 and 1995, the Partnership also
earned $85,735, $31,712 and $59,085,  respectively, in contingent rental income.
The increase in  contingent  rental  income  during 1997 as compared to 1996, is
primarily  attributable to (i) the Partnership  adjusting  estimated  contingent
rental  amounts  accrued at December 31, 1996, to actual amounts during the year
ended December 31, 1997, and (ii)  increased  gross sales of certain  restaurant
Properties  requiring the payment of contingent  rental income.  The decrease in
contingent  rental  income  during  1996,  as  compared  to 1995,  is  partially
attributable to decreases in gross sales relating to certain Properties.

      During the years ended December 31, 1997,  1996 and 1995, the  Partnership
also earned $238,338 , $127,246 and $76,445, respectively, in interest and other
income.  The increase in interest and other income during 1997 and 1996, each as
compared to the previous year, is primarily  attributable to the interest earned
on the mortgage notes  accepted in connection  with the sale of the one Property
located in Orlando,  Florida,  in October 1996 and the two Properties located in
Jacksonville, Florida, in December 1995.


      For the years ended December 31, 1997, 1996 and 1995, the Partnership also
earned $293,480, $266,500 and $244,933, respectively, attributable to net income
earned  by  unconsolidated   joint  ventures  in  which  the  Partnership  is  a
co-venturer. The increase in net income earned by joint ventures during 1997 and
1996,  each as compared to the previous year, is primarily  attributable  to the
fact that the Partnership  invested in Middleburg  Joint Venture in May 1996, as
described above in " Capital Resources."

                                                        18

<PAGE>




      During at least one of the years ended  December 31, 1997,  1996 and 1995,
four lessees of the Partnership and its consolidated  joint venture,  (i) Golden
Corral  Corporation,   (ii)  Carrols  Corporation  (iii)  Restaurant  Management
Services, Inc. and (iv) Flagstar Enterprises,  Inc. and Quincy's Inc. (which are
affiliated entities under common control of Flagstar  Corporation) (herein after
referred to as Flagstar Corporation),  each contributed more than ten percent of
the  Partnership's  total  rental  income  (including  rental  income  from  the
Partnership's  consolidated joint venture and the Partnership's  share of rental
income from eight Properties owned by joint ventures).  As of December 31, 1997,
Golden  Corral  Corporation  was  the  lessee  under  leases  relating  to  four
restaurants,  Carrols  Corporation  was the lessee under leases relating to five
restaurants,  Restaurant  Management Services,  Inc. was the lessee under leases
relating to five  restaurants  and  Flagstar  Corporation  was the lessee  under
leases  relating to three  restaurants.  It is  anticipated  that,  based on the
minimum  annual  rental   payments   required  by  the  leases,   Golden  Corral
Corporation,  Carrols Corporation and Restaurant Management Services,  each will
continue to contribute more than ten percent of the  Partnership's  total rental
income during 1998 and subsequent years. In addition, during at least one of the
three years ended December 31, 1997,  1996 and 1995,  three  Restaurant  Chains,
Golden  Corral Family  Steakhouse  Restaurants,  Burger King and Shoney's,  each
accounted  for more than ten percent of the  Partnership's  total rental  income
(including rental income from the Partnership's  consolidated  joint venture and
the  Partnership's  share  of  rental  income  from  eight  Properties  owned by
unconsolidated  joint  ventures).  In subsequent  years, it is anticipated  that
these three  Restaurant  Chains each will  continue to account for more than ten
percent of the  Partnership's  total rental income to which the  Partnership  is
entitled  under  the  terms of the  leases.  Any  failure  of these  lessees  or
Restaurant Chains could materially affect the Partnership's income.


      Operating expenses,  including depreciation and amortization expense, were
$377,922,  $397,587 and $390,308 for the years ended December 31, 1997, 1996 and
1995, respectively.  The decrease in operating expenses during 1997, as compared
to  1996,  is  primarily   attributable   to  a  decrease  in   accounting   and
administrative  expenses  associated  with  operating  the  Partnership  and its
Properties.  The increase in operating expenses during 1996 as compared to 1995,
is  primarily  attributable  to an increase  in  accounting  and  administrative
expenses  associated  with operating the  Partnership  and its Properties and an
increase in  insurance  expense as a result of the General  Partners'  obtaining
contingent  liability  and property  coverage for the  Partnership  beginning in
1995. The increase in operating  expenses  during 1996, as compared to 1995, was
partially  offset by a decrease in depreciation  expense as a result of the sale
of the two properties  located in  Jacksonville,  Florida,  in December 1995, as
described above in "Capital Resources."

      As a result of the 1996 sale of the Property in Orlando,

                                                        19

<PAGE>




Florida, as described above in "Capital Resources," the Partnership recognized a
loss of $99,031 for the year ended  December 31, 1996. In addition,  as a result
of the 1995 sales of the Property in Ocoee,  Florida,  and the two Properties in
Jacksonville,   Florida,   as  described  above  in  "Capital   Resources,"  the
Partnership  recognized  a gain of $71,638 and a loss of $11,712,  respectively,
during the year ended December 31, 1995. No Properties were sold during 1997.


      The General  Partners of the  Partnership  are in the process of assessing
and addressing the impact of the year 2000 on its computer package software. The
hardware  and  built-in  software  are  believed  to  be  year  2000  compliant.
Accordingly, the General Partners do not expect this matter to materially impact
how the  Partnership  conducts  business  nor its  current or future  results of
operations or financial position.

      The  Partnership's  leases as of December 31, 1997, are triple-net  leases
and contain  provisions that the General  Partners  believe mitigate the adverse
effect of inflation.  Such provisions  include clauses  requiring the payment of
percentage rent based on certain restaurant sales above a specified level and/or
automatic  increases  in base rent at  specified  times  during  the term of the
lease.  Management  expects  that  increases in  restaurant  sales volume due to
inflation  and real sales growth  should  result in an increase in rental income
over  time.  Continued  inflation  also may cause  capital  appreciation  of the
Partnership's Properties.  Inflation and changing prices, however, also may have
an  adverse  impact on the sales of the  restaurants  and on  potential  capital
appreciation of the Properties.


                                                        20

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 29th day of
July, 1999.

                                     CNL INCOME FUND VIII, LTD.

                                     By:      CNL REALTY CORPORATION
                                              General Partner

                                              /s/ Robert A. Bourne
                                              ----------------------------
                                              ROBERT A. BOURNE, President


                                     By:      ROBERT A. BOURNE
                                              General Partner

                                              /s/ Robert A. Bourne
                                              ---------------------------
                                              ROBERT A. BOURNE


                                     By:      JAMES M. SENEFF, JR.
                                              General Partner

                                              /s/ James M. Seneff, Jr.
                                              ---------------------------
                                              JAMES M. SENEFF, JR.

<PAGE>


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


Signature                               Title                                   Date
<S> <C>
/s/ Robert A. Bourne                President, Treasurer and Director        July 29, 1999
--------------------------          (Principal Financial and Accounting
Robert A. Bourne                    Officer)


/s/ James M. Seneff, Jr.            Chief Executive Oficer and Director      July 29, 1999
--------------------------          (Principal Executive Officer)
James M. Seneff, Jr.


</TABLE>